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|   |      | that such accounts present fairly the consolidated financial condition of Guarantor and its consolidated subsidiaries as of such date in accordance with GAAP consistently applied
except as noted and subject to year-end adjustments; and  |

  




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| --- | --- | --- |
|   | (ii) | within ninety (90) days after the last day of each of its fiscal years, a copy of the audited financial statements for Guarantor and its consolidated subsidiaries, together with a
copy of the auditor’s unqualified certification in respect thereof.  |

  

 Notwithstanding subsections (i) and (ii) of this Section 10, so long as Guarantor is subject to, and complying with, the reporting requirements under the Securities and Exchange Act of 1934, Guarantor’s
obligations under such subsections (i) and (ii) shall be suspended. 

  




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|   | (b) | Mergers, Consolidations and Sales. Guarantor shall not consolidate with or merge into or with any other corporation or other Person, and not convey, transfer, lease or
otherwise dispose of all or substantially all of its property and other assets to, or acquire all or substantially all of the property or other assets or capital stock of (if such acquisition is analogous in either purpose or effect to a
consolidation or merger of Guarantor), any corporation or other Person, unless Guarantor provides Lessor with prior written notice of such transaction describing such transaction in reasonable detail and providing Lessor with evidence reasonably
satisfactory to Lessor demonstrating that such transaction will comply with the following requirements of this Section and unless:  |